Corporations

The Austrian legal system knows in addition to stock companies (“Aktiengesellschaften” (AG)) and private limited companies (“Gesellschaften mit beschränkter Haftung” (GmbH)) also the European Company (SE), which is a special form of a stock company.

All three types of companies are explicitly within the scope of the Austrian UBO Act, so their true ultimate beneficial owners should be apparent from the UBO register. For stock companies and European companies an active registration of ultimate beneficial owners is necessary, because for those companies no data can be transferred from the company register.

Private limited companies are exempt from the obligation to register if the following two criteria are met:

All members of the company are natural persons, so that no non-natural entity is member of the private limited company

and

No other person than a member exercises control over the management board.

If a non-natural entity is member of the private limited company a registration to the UBO register has to be carried out proactively, because ultimate beneficial owners can only be natural persons.

If none of the members is a legal entity and no third party exercises control over the decisions of the management, no registration is necessary by law, but can nevertheless be advisable. For example, if the articles of partnership or if voting syndicate agreements create a divergent ultimate beneficial ownership, which results in untrue UBO register entries.

Certain professional service providers (e.g. lawyers, notaries, tax consultants) have to identify the identity of their potential customers in the framework of the EU-wide measures against money laundering and combating terrorism before the initiation of business and are allowed to access the UBO register for this purpose. If the true ultimate beneficial owners are not registered there and if the professional service provider becomes aware of this, he must not use the data deposited there to establish the identity, which can result in increased bureaucracy. For this reason, we recommend to register the ultimate beneficial owners in disregard of the exemption from registration, if the data stored in the UBO register does not correspond with the ultimate beneficial owner.

If you want to test without any further obligation, whether your open society (OG) or your general partnership (KG) has the obligation to register in the Austrian UBO register you may use our free self-check here.

However, please be advised that a documented verification of the UBO entry has to be performed in almost any case, regardless of whether there is an exemption from the obligation to register or not. The only exemption from the obligation to verify the register entry is for a private limited company with only one member who is also manager of the company. This is because the legislator has defined that the one member is aware at all times, who the true ultimate beneficial owner of the company is.